- Allego and Meridiam have entered into a definitive agreement
pursuant to which Meridiam will launch a tender offer for all
issued and outstanding ordinary shares of Allego not owned by
Meridiam or its affiliates, followed by Allego's voluntarily
delisting of its ordinary shares from the New York Stock Exchange
after completion of the offer
- The tender offer price of USD 1.70 per ordinary share in cash,
without interest represents a premium of 131% to Allego’s closing
price of USD 0.74 on 14 June 2024
- Shareholders that do not elect to tender their ordinary shares
will remain investors in the delisted Company
- Neither the tender offer nor the completion of the other parts
of the transaction are contingent on any minimum number of ordinary
shares in the capital of Allego being tendered and are not subject
to any financing or regulatory approval conditions
- As part of the transaction, Meridiam reaffirms its commitment
to the long-term interests of Allego and its business. It
reiterates its support for Allego’s existing strategy and commits
to make available to Allego an amount of EUR 46 million in order to
develop, operate and maintain charging sites in Germany and, once
delisted, an additional amount of EUR 310 million of new
equity-like capital to support Allego's growth
- The independent members of Allego’s board have unanimously
approved the transaction, and have determined that the transaction
is in the best interests of Allego and its business and promotes
the sustainable success and the sustainable long-term value
creation of its business, having taken into account the interests
of Allego’s stakeholders
Allego N.V. (“Allego” or the “Company”) (NYSE: ALLG), a leading
provider of electric vehicle charging network and Madeleine
Charging B.V. , Allego’s majority shareholder (“Meridiam”), jointly
announced today that Allego and Meridiam have entered into a
Transaction Framework Agreement (the “Agreement”) pursuant to which
Meridiam will launch a tender offer for all the issued and
outstanding ordinary shares of Allego (the “Shares”) that are not
owned by Meridiam or its affiliates (the “Offer”), followed by
Allego’s voluntarily delisting of the Shares (the “Delisting”) from
the New York Stock Exchange (the “NYSE”) and Meridiam making
additional funding and equity-like capital available to Allego, and
providing certain liquidity opportunities following the Delisting
to holders of Shares who do not tender their Shares in the Offer,
in each case as described below (collectively, the “Transaction”).
Meridiam currently owns approximately 73.0% of all issued and
outstanding shares of Allego.
Strategic Rationale
Meridiam and Allego believe that the Transaction represents a
key opportunity at a critical juncture for the Company, as the
current public listing does not allow the Company to fully realize
its growth plan. In addition, they believe that the low trading
liquidity and volatility of the market price of the Shares on the
NYSE, the limited analyst coverage and the lack of capital
available at competitive cost on public markets for EV charging
operators are clear impediments to the success of Allego today. The
Transaction is expected to, among other things, (a) allow Allego to
benefit from a broader range of more favorable options to fund its
growth plan, (b) allow Allego to achieve a more efficient capital
structure (both from a financing and capital requirements
perspective), (c) reduce the costs and eliminate the burdens of
complying with exchange listing rules and the costs and burdens of
being a public company, (d) place Allego in a better position to
compete with well-capitalized, non-publicly traded peers, and (e)
provide Allego’s minority shareholders with the opportunity to
either (i) remain invested in the delisted Company and benefit from
potential enhanced value creation over time; or (ii) exit their
investment in the Company with immediate liquidity at a premium to
the current market price of the Shares on the NYSE.
Emmanuel Rotat, Director of Meridiam, said: “Since our initial
investment in Allego in 2018, we have supported the Company along
the way. We are pleased today to announce this important milestone
for Allego: we strongly believe that operating in a private
context, with a continued support from Meridiam as majority
shareholder of the Company, will ideally position Allego for its
next phase of growth”.
Mathieu Bonnet, CEO of Allego, said: “The transaction presented
today reiterates the strong support of Meridiam to the Company’s
strategy and growth vision. It gives significant resources to the
Company to execute our business plan by extending its ultra-fast
charging stations network all over Europe. Our hundreds of
high-quality backlog sites will be rolled out to offer ubiquitous
best charging experience to our EV customers enabling Allego to be
a leader in the industry”.
Selected Transaction
Terms
Under the terms of the Offer, Meridiam will offer Allego
shareholders the option to tender their Shares for USD 1.70 per
Share in cash, without interest, which represents:
- a premium of approximately 131 percent on
the closing price of the Shares on the NYSE of USD 0.74 on 14 June
2024;
- a premium of approximately 97 percent on
the 1-month volume-weighted average price of the Shares on the NYSE
as of the same date;
- a premium of approximately 29 percent on
the 3-month volume-weighted average price of the Shares on the NYSE
as of the same date; and
- a premium of approximately 32 percent on
the 6-month volume-weighted average price of the Shares on the NYSE
as of the same date.
Meridiam intends to launch the Offer with the purpose of
providing an immediate exit opportunity to all Allego minority
shareholders. Allego shareholders are not required to tender their
Shares in the Offer, and Meridiam does not intend to pursue a
squeeze-out of any minority Allego shareholders.
Allego shareholders that do not tender their Shares in the Offer
will remain investors in the delisted Company. As a part of the
Transaction, Meridiam has committed to provide these shareholders
with access to liquidity opportunities at certain points in time
post-Delisting, including priority tag along rights upon sales of
Shares by Meridiam or its affiliates and commitments by Meridiam
and Allego to organize liquidity events for those shareholders
within 18 months after the Delisting and again prior to 31 December
2027. Further information on the Transaction, including the Offer,
will be included in the offer to purchase, letter of transmittal
and related materials and will be filed with the Securities and
Exchange Commission (the “SEC”) in connection with the commencement
of the Offer.
By entering into the Agreement, Meridiam reaffirms its
commitment to supporting the Company strategically and financially,
and to cooperate closely with Allego’s management team. Contingent
upon the Delisting, Meridiam SAS, through its managed funds, has
committed to making available to Allego an amount of EUR 46 million
in order to develop, operate and maintain charging sites in
Germany, as well as an additional amount of EUR 310 million of new
equity-like capital to support the delivery of Allego’s growth
plan. The EUR 310 million financing shall be made in three
instalments, with the first instalment of at least EUR 150 million
being paid to the Company by 31 December 2024.
Timing and Approvals
The transaction committee, comprised of the independent members
of the Board of Directors of the Company (the “Transaction
Committee”), has unanimously approved the Transaction, and has
determined that the Transaction is in the best interests of Allego
and its business and promotes the sustainable success and the
sustainable long-term value creation of its business, having taken
into account the interests of Allego's stakeholders.
Meridiam intends to commence the Offer as promptly as
practicable. The completion of the Offer is not subject to any
conditions requiring a minimum number of tendered Shares, the
receipt of any regulatory or third-party approvals, or the
completion of any financing to provide funding for the Offer.
Meridiam and the Company expect that the Offer and the Delisting
will be completed in the third quarter of 2024.
Advisors
Morgan Stanley & Co. LLC acted as financial advisor to
Meridiam, and Allen Overy Shearman Sterling LLP is acting as legal
counsel to Meridiam.
Citigroup Global Markets Europe AG acted as financial advisor to
Allego. Weil, Gotshal & Manges LLP and NautaDutilh N.V. are
acting as legal counsel to Allego.
UBS Securities LLC acted as financial advisor to the Transaction
Committee of Allego.
About Allego
Allego is a leading electric vehicle charging solutions provider
dedicated to accelerating the transition to electric mobility with
100% renewable energy. Allego has developed a comprehensive
portfolio of innovative charging infrastructure and proprietary
software, including Allamo and EV Cloud platforms. With a network
of 35,000 charging points (and counting) spanning 16 countries,
Allego delivers independent, reliable, and safe charging solutions,
agnostic of vehicle model or network affiliation. Founded in 2013
and publicly listed on the NYSE in 2022, Allego now employs a team
of 220 people striving daily to make charging accessible,
sustainable, and enjoyable for all.
For reference you'll find all releases here:
https://ir.allego.eu/events-publications/press-releases.
About Meridiam
Meridiam was founded in 2005 by Thierry Déau, with the belief
that the alignment of interests between the public and private
sector can provide critical solutions to the collective needs of
communities. Meridiam is an independent investment Benefit
Corporation and an asset manager. The firm specializes in the
development, financing, and long-term management of sustainable
public infrastructure in three core sectors: sustainable mobility,
critical public services and innovative low carbon solutions. With
offices in Addis Ababa, Amman, Dakar, Istanbul, Johannesburg,
Libreville, Luxembourg, Paris, Vienna and Washington DC, Meridiam
manages over US$22 billion and more than 125 projects to date.
Meridiam is certified ISO 9001: 2015, Advanced Sustainability
Rating by VigeoEiris (Moody’s), ISO 37001 Anti-Corruption
certification by AFNOR and applies a unique methodology in relation
to ESG and impact based on United Nations’ Sustainable Development
Goals (SDGs).
For reference you'll find all releases here:
https://www.meridiam.com/news/.
Important Additional Information and Where to Find It
Meridiam will commence, or will cause to be commenced, a tender
offer for all of the outstanding Shares not held, directly or
indirectly, by Meridiam or its affiliates. The tender offer has not
commenced. This press release is for informational purposes only,
is not a recommendation and is neither an offer to purchase nor a
solicitation of an offer to sell securities of Allego. It is also
not a substitute for the tender offer materials that Meridiam will
file with the SEC upon commencement of the tender offer. At the
time that the tender offer is commenced, Meridiam will file tender
offer materials on Schedule TO with the SEC, and Allego will file a
Solicitation/Recommendation Statement on Schedule 14D-9 (the
“Schedule 14D-9”) and Allego and Meridiam will jointly file a Rule
13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule
13E-3”) with the SEC with respect to the tender offer. THE TENDER
OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE AND CERTAIN OTHER
TENDER OFFER DOCUMENTS), THE SCHEDULE 14D-9 AND THE SCHEDULE 13E-3
WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY
AND CONSIDERED BY ALLEGO’S SHAREHOLDERS BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE TENDER OFFER. The tender offer materials, the
Schedule 14D-9 and the Schedule 13E-3 will be made available to
Allego’s shareholders free of charge. A free copy of the tender
offer materials, the Schedule 14D-9 and the Schedule 13E-3 will
also be made available to all of Allego Shareholders by contacting
Allego at investors@allego.eu, or by visiting Allego’s website
www.allego.eu. In addition, the tender offer materials, the
Schedule 14D-9 and the Schedule 13E-3 (and all other documents
filed by Allego with the SEC) will be available at no charge on the
SEC’s website (www.sec.gov) upon filing with the SEC. ALLEGO
SHAREHOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS, THE
SCHEDULE 14D-9, AND THE SCHEDULE 13E-3 AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS
FILED BY MERIDIAM OR ALLEGO WITH THE SEC WHEN THEY BECOME AVAILABLE
BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER.
THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER
OFFER, MERIDIAM, MERIDIAM SAS AND ALLEGO.
Cautionary Statement Regarding Forward-Looking
Statements
This press release including exhibits may contain certain
statements that are, or may be deemed to be, forward-looking
statements with respect to the financial condition, results of
operations and business of Allego and certain plans and objectives
of Meridiam and Meridiam SAS with respect thereto. These
forward-looking statements include, but are not limited to,
statements regarding the satisfaction of conditions to the
completion of the tender offer and the proposed transactions and
the expected completion of the tender offer and the proposed
transactions, the timing and benefits thereof, as well as other
statements that are not historical fact. These forward-looking
statements can be identified by the fact that they do not relate to
historical or current facts. Forward-looking statements also often
use words such as “anticipate,” “target,” “continue,” “estimate,”
“expect,” “forecast,” “intend,” “may,” “plan,” “goal,” “believe,”
“hope,” “aims,” “continue,” “could,” “project,” “should,” “will” or
other words of similar meaning. These statements are based on
assumptions and assessments made by Allego, Meridiam and/or
Meridiam SAS (as applicable) in light of their experience and
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this communication could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to be correct and you are
therefore cautioned not to place undue reliance on these
forward-looking statements, which speak only as at the date of this
communication.
Forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Such
risks and uncertainties include, but are not limited to, the
potential failure to satisfy conditions to the completion of the
tender offer and proposed transactions; the failure to obtain
necessary regulatory or other approvals; the outcome of legal
proceedings that may be instituted against Allego and/or others
relating to the transaction; the possibility that competing offers
will be made; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
tender offer and proposed transactions; significant or unexpected
costs, charges or expenses resulting from the tender offer and
proposed transactions; and negative effects of this communication
or the consummation of the tender offer and proposed transactions
on the market price of the Ordinary Shares. Many factors could
cause actual results to differ materially from those projected or
implied in any forward-looking statements. Among the factors that
could cause actual results to differ materially from those
described in the forward-looking statements are (i) changes
adversely affecting Allego’s business, (ii) the price and
availability of electricity and other energy sources, (iii) the
risks associated with vulnerability to industry downturns and
regional or national downturns, (iv) fluctuations in Allego’s
revenue and operating results, (v) unfavorable conditions or
further disruptions in the capital and credit markets, (vi)
Allego’s ability to generate cash, comply with existing or new debt
covenants, service indebtedness and incur additional indebtedness,
(vii) competition from existing and new competitors, (viii) the
growth of the electric vehicle market, (ix) Allego’s ability to
integrate any businesses it may acquire, (x) the agreement of
various landowners to deployment of Allego charging stations, (xi)
Allego’s ability to recruit and retain experienced personnel, (xii)
risks related to legal proceedings or claims, including liability
claims, (xiii) Allego’s dependence on third-party contractors to
provide various services, (xiv) data security breaches or other
network outage, (xv) Allego’s ability to obtain additional capital
on commercially reasonable terms, (xvi) the impact of a pandemic or
other health crises, including COVID-19 related supply chain
disruptions and expense increases, (xvii) general economic or
political conditions, including the Russia/Ukraine and Israel/Hamas
conflicts or increased trade restrictions between the United
States, Russia, China and other countries and (xviii) other factors
detailed under the section entitled “Risk Factors” in the Company’s
filings with the SEC. If any one or more of these risks or
uncertainties materializes or if any one or more of the assumptions
prove incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors. A more
complete description of these and other material risks can be found
in Allego’s filings with the SEC, including its Annual Report on
Form 20-F for the year ended December 31, 2023, subsequent filings
on Form 6-K and other documents that may be filed from time to time
with the SEC, as well as, the Schedule TO and related tender offer
documents to be filed by Meridiam and Meridiam SAS and the Schedule
14D-9 and the Schedule 13E-3 to be filed by Allego. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this communication. None of Meridiam, Meridiam SAS or
Allego undertakes any obligation to update or revise any
forward-looking statement as a result of new information, future
events or otherwise, except as required by applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240617496680/en/
Investors: investors@allego.eu
Media press@allego.eu a.lenoir@meridiam.com / Antoine
Lenoir / +33 1 53 34 96 92
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